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Bay Commercial Bank and Valley Community Bank Announce Definitive Agreement to Merger of Valley Community Bank Into Bay Commercial Bank

WALNUT CREEK, Calif. and PLEASANTON, Calif., Nov. 10, 2014 (GLOBE NEWSWIRE) -- Bay Commercial Bank (OTCBB:BCML) and Valley Community Bank (OTCBB:VCBC), announced today that they have entered into a definitive agreement pursuant to which Valley Community Bank will be merged with and into Bay Commercial Bank for stock. Under the terms of the definitive agreement Bay Commercial Bank will pay $4.15 per share in stock for each outstanding share of Valley Community Bank. Bay Commercial Bank shares will be valued at the book value per share the month end prior to the closing of the transaction. Bay Commercial Bank has also agreed to assume the non-cumulative perpetual preferred shares of Valley Community Bank that are outstanding. The $4.15 price per share is subject to adjustments if the common shareholder equity of Valley Community Bank as defined in the definitive agreement is above $10.2 million or below $10.0 million the month end prior to closing. The total assets of the combined banks on a pro forma basis at September 30, 2014 are approximately $630.0 million. The transaction was unanimously approved by the boards of directors of both banks. Completion of the transaction is subject to regulatory and shareholder approvals, and other customary closing conditions. Following the successful completion of these steps, it is anticipated the transaction will close in the first quarter of 2015.



Valley Community Bank was previously in an agreement to be acquired by FNB Bancorp and its banking subsidiary, First National Bank of Northern California, in a stock transaction valued at approximately $3.14 per share. While the transaction with FNB Bancorp had received the approval of the Office of the Comptroller of the Currency, FNB Bancorp was in the process of receiving approval from the California Department of Business Oversight to offer its securities to Valley Community Bank shareholders when Bay Commercial Bank made its superior unsolicited offer. As a result, the Valley Community Bank board has terminated its prior agreement to be acquired by FNB Bancorp.

George Guarini, President and CEO of Bay Commercial Bank, stated, "Let me start by welcoming the Valley Community Bank staff. At the end of the day, our business is only good as our people and we are looking forward to having them join the Bay Commercial Bank family."

Guarini further stated "We are excited to have the opportunity to capitalize on the strengths of both banks, allowing us to continue to build on our strong capital base while extending our market presence in Pleasanton, Livermore and San Jose. With 10 offices serving Contra Costa, Alameda, Napa, Santa Clara and San Joaquin counties, we feel we will be well positioned to continue to take advantage of organic and strategic growth opportunities. We look forward to serving the clients and welcoming the shareholders of Valley Community Bank.

"At Bay Commercial Bank we say: 'It's About the Client. We believe it, we take it seriously and we show it.'"

Rick Loupe, President and CEO of Valley Community Bank stated, "Bay Commercial Bank is an excellent partner for our customers and our shareholders will benefit by becoming part of the Bay Commercial Bank family." Valley Community Bank operates three offices serving Pleasanton, Livermore and San Jose, and as of September 30, 2014, total assets were $130 million. Valley Community Bank opened in 1998 and currently trades on the Over the Counter Bulletin Board under the symbol "VCBC." More information on Valley Community Bank is available at www.vcb-ca.com.

Bay Commercial Bank began business in July 2004 and trades on the Over the counter Bulletin Board under the symbol "BCML." At September 30, 2014, Bay Commercial Bank had total assets of approximately $503 million with seven banking offices in Northern California. Early this year Bay Commercial Bank acquired Community Bank of San Joaquin in a cash transaction. More information about Bay Commercial Bank may be obtained by visiting www.baycommercialbank.com.

Bay Commercial Bank was assisted by Gary Steven Findley and Associates and The Findley Group for legal and investment banking services. Valley Community Bank was assisted by Bryan Cave LLP for legal services and Monroe Financial Partners, Inc. for investment banking services and the issuance of a fairness opinion.

Forward-Looking Statements

Certain statements in this press release contain forward-looking statements that are based on management's expectations, estimates, projections and assumptions. Words such as "expects," "anticipates," "plans," "believes," "scheduled," "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors.

All forward-looking statements speak only as of the date of this press release. All subsequent written and oral forward-looking statements attributable to either Bay Commercial Bank or Valley Community Bank, or any person acting on their behalf are qualified by the cautionary statements in this press release. Bay Commercial Bank and Valley Community Bank do not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

This press release may be deemed to be solicitation material in respect of the proposed merger of Valley Community Bank with Bay Commercial Bank. Valley Community Bank intends to send its shareholders a proxy statement regarding the proposed merger. Before making any voting or investment decision, investors and security holders of Valley Community Bank are urged to carefully read the entire proxy statement, when its becomes available, because it will contain important information about the proposed transaction.

CONTACT: Bay Commercial Bank Keary Colwell, CFO (925) 476-1805 Valley Community Bank Rick Loupe, President & CEO (925) 621-7200

Source:Bay Commercial Bank;Valley Community Bank